STANDARD TERMS AND CONDITIONS

Terms and Conditions of Supply of Products:

These Terms and Conditions control all sales of Products and Services by Glacier to Buyer identified in Buyer’s Purchase Order, or similar document, or in Glacier’s quotation (“Buyer”). Glacier will accept Buyer’s Purchase Order subject exclusively to these Terms and Conditions. Additional addendum to these Terms and Conditions may be applied to Glacier‘s quotation and will take precedence.

Purchase Order and Acceptance:

Glacier will accept Purchase Orders referencing these Terms and Conditions or referencing a quotation issued by Glacier. Buyer’s Purchase Order must include the quantity, price, payment terms, shipping method and expected shipment dates of Glacier Products and Services. Acceptance is by written Acknowledgement from Glacier to Buyer. Glacier’s acceptance shall not be construed as an acceptance of printed terms and conditions on the purchase order from the Buyer that are inconsistent with or in addition to these terms and conditions unless specifically accepted in writing by Glacier’s authorized officer. No sales representative, agent or employee or Buyer is authorized to alter, vary or waive any of these terms and conditions. Such changes require the written approval of Glacier’s authorized officers.

Shipping and Title of Ownership:

Glacier will use reasonable efforts to ship products on the dates specified in Glacier’s attached acknowledgement. Products will be packed in Glacier’s standard containers and marked for delivery to the address on Buyer’s purchase order. All shipments are F.O.B. Glacier’s point of shipment at which time risk of loss and title pass to Buyer. All freight, delivery and other shipping expenses are borne by the Buyer. Glacier may hold any shipment if Buyer is not in conformance with Payment Terms on the Acknowledgment or any previous Purchase Order or Invoice Terms from Glacier. Glacier retains a security interest in each product shipped to Customer in order to secure full payment of any indebtedness, now or later.

Cancellations and Rescheduling for Standard Products:

Buyer may cancel orders for standard products more than 90 days before Glacier’s acknowledged shipping date without charge. Cancellations of orders for products within 90 days of Glacier’s acknowledged date of shipment may not be cancelled. Any cancellations that result in fewer unit shipments than the number of units in Buyer’s purchase order will result in a bill back for the difference in price between the price paid for shipments prior to the cancellation and the price that would have been billed for the actual quantity of units shipped within the 12 month period of Buyer’s purchase order. Orders more than 30 days from Glacier’s date of acknowledged shipment may be rescheduled one time for a date no more than 120 days from the acknowledged shipping date at no charge to the Buyer. Delivery dates specified by such Purchase Orders rescheduled will not be in effect until acknowledged in writing by Glacier. Acknowledgements will only be issued after receipt of written Change Orders to the applicable Purchase Orders.

Cancellations and Rescheduling Addendum for SemiCustom or Custom Products:

Cancellation and reschedule requests must be in writing and are subject to approval by Glacier. No rescheduling will be accepted for shipments scheduled within 120 days of the date of request. Any rescheduling resulting in scheduled shipments of the quantities of products in this quotation over a period longer than 12 months from the date of acceptance may be subject to rescheduling fees, price adjustments of the remaining products to be shipped, or both.

Cancellations and Rescheduling Addendum for EndofLife Products:

Acceptance by Glacier of a purchase order for a product that has already surpassed its EndofLife (EOL) date, standard or otherwise, may not be cancelled and is subject to the following conditions:

-Product delivery and pricing is budgetary until all components are secured.

-Orders are subject to a minimum build requirement as noted in quotation.

-Buyer must take delivery of products on Purchase Order as soon as quantities are available to ship from Glacier Computer.

-Glacier may make several shipments as products become available and is not held to any specific shipment quantities.

-Glacier is allowed to ship short to accommodate yield. If this occurs, Glacier will notify Buyer of cancellation of balance.

-Products purchased and shipped after their last time shipment date will be subject to a one year warranty.

-Extended warranties cannot be sold on products, once they have gone EOL unless approved.

-Warranties are not transferable to other products.

Payment Terms:

Payment terms are cash in advance of shipment or approval of an acceptable credit card for payment of the full amount due prior to each shipment unless Glacier offers a line of credit as stated on the Acknowledgement. All shipments against a line of credit are due 30 days from date of invoice.

Taxes:

Glacier’s prices do not include any present or future sales, use, excise or other municipal, state or federal taxes, for which Buyer shall be responsible. Buyer shall be responsible for its domestic taxes and export duties, as well as any duties required to import the goods to the location specified by Buyer.

Consequently, in addition to the prices specified herein, each party agrees to reimburse the other within thirty days for any and all taxes or duties which may become payable with respect to this transaction which are not the duty of the paying party to pay, but which the paying party pays in order to perform the transaction.

Limited Warranty & Indemnity:

Glacier warrants to Buyer that: 1) the product(s) shall conform to the greater of their stated or advertised specifications; 2) The product(s) will not be subject to products liability, or products liability claims; and 3) the product(s) do not infringe any intellectual property, including without limitation, patents, copyrights, trademarks, trade dress, and trade secrets. Glacier agrees to fully indemnify Buyer and hold Buyer harmless against any breach of these warranties, including any damages, attorneys’ fees or costs incurred by Buyer, or in the chain of Buyer’s Buyers, including the end user (collectively “Costs”) pursuant to the following terms: 1) Buyer shall give Glacier notice of any alleged breach of warranty with a reasonable amount of time for Glacier to respond to the allegation or complaint and substantively participate in the matter, 2) Glacier shall have sole and complete control over any such litigation including selection of counsel and settlement, and 3) the amount of money Glacier must pay in satisfaction of its duty under this paragraph shall not exceed 5% of Glacier ’s sale price of all of the accused products sold by Glacier to Buyer.

Unless altered by written agreement and mutually acknowledged, Glacier warrants to original purchaser (Buyer) from the date of original purchase, that the products shall be free from defects in material and workmanship for a period of 1 Year for all product lines, unless specifically agreed to by Customer and Glacier. Warranty term on thirdparty products (product not manufactured by Glacier) varies and is limited to the standard warranty of that supplier. Contact Glacier for specific thirdparty product warranty information.

Warranty Conditions:

This warranty period applies to the products noted above as long as this product has a status of Active Promotion or Continued Availability. Once a product enters into the EndOfLife (EOL) phase of its lifecycle, it is subject to a 90day warranty if purchased and shipped after the last time shipment date.

Glacier’s obligation under this warranty is limited to replacing or repairing, at Glacier’s option and at Glacier’s designated site, the defective product. Should Glacier deem the product as unrepairable and is unable to replace the product, Glacier will supply a substitute product of comparable value. All returns must be supported by a Return Material Authorization (RMA) number issued by Glacier’s sales department. Product must be returned to Glacier in the original packaging or packing suitable for shipment of sensitive electronics without damage with the RMA number clearly marked on the shipping container and referenced in the shipping documents with freight prepaid to a Glacier designated service location.

Glacier shall warrant repaired or replaced product under the same conditions as above for the longer of either: i) the remaining period of the initial warranty; or ii) Ninety (90) days from Distributor or its customer’s receipt of the repaired or replaced Product. No other additional time will be added to the warranty period. This warranty does not apply to products that have been misused, abused, altered or damaged in shipment.

THE FOREGOING WARRANTY IS IN LIEU OF ALL WARRANTIES UNDER THE UCC, INCOTERMS, OR ANY SIMILAR BODIES OF LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ANY NATURE EITHER DIRECT, INDIRECT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR THE PARTICULAR PURPOSE, OR ANY OTHER OBLIGATION ON THE PART OF GLACIER COMPUTER, LLC SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Miscellaneous: In the event of a dispute between Glacier and Buyer arising from this Agreement, the Uniform Commercial Code, the laws of the United States of America, and Connecticut law will govern. Jurisdiction and venue shall be in the appropriate Federal or State Court located in the State of Connecticut, and the prevailing party is entitled to recover all reasonable attorneys’ fees and costs.

Management Team of Glacier Computer, LLC